5977047 

IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

EASTERN DIVISION 

COMPANY WRENCH, LTD., 

 Plaintiff, 

 Civil Action Number: 2:12-CV-109 

v. Hon. George C Smith, District Judge 

 Hon. Norah McCann King, Magistrate Judge 

RHINO CONSTRUCTION, LLC, 

 Defendant. 

AGREED PROTECTIVE ORDER

Plaintiff Company Wrench LTD and Defendant Rhino Construction, LLC (collectively 

referred to as the “Parties”, singularly referred to as a “Party”) by and through counsel, state and 

agree that documents and information produced in this action may be confidential and 

proprietary in nature. Revealing or disseminating confidential documents or information by 

whatever means creates a risk that the documents or information will be obtained and used in a 

manner which would damage the interests of that Party. The Parties hereto state and agree that 

public policies in favor of maintaining the confidentiality of personal financial information will 

be served by entering into this Agreed Protective Order. Furthermore, factors such as (1) the risk 

of injury to the Parties should confidential financial information be revealed; and (2) maintaining 

the confidential nature of the Parties’ proprietary business information weigh in favor of entering 

a protective order. 

Accordingly, the Parties, and anyone else who may subscribe to this Order, hereby 

stipulate, and the Court hereby orders, pursuant to Fed.R.Civ.P. 26(c), that the following 

protective conditions contained in this Agreed Protective Order (the “Order”) shall apply to the 

conduct of this litigation. 

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1. Except as provided in Paragraph 2 of this Order, all documents and information 

produced by the Parties in this litigation that are labeled in good faith by counsel as 

"confidential" within the meaning of Fed.R.Civ.P. 26(c) shall be maintained confidentially. 

2. The following documentation or information of the Parties shall not be held as 

confidential information by the Parties subject to this Order: 

(a) Documentation or information which at the time of disclosure is part of 

the public domain or record; 

(b) Documentation or information which after its disclosure becomes part of 

the public domain or record through no act, omission or fault of the Parties hereto; and 

(c) Documentation or information which is rightfully in the possession of the 

Receiving Party, its counsel of record or experts, under no obligation of confidence. 

3. The term "documents," as used herein, means all originals and copies of the 

specific documents listed in Exhibit A to this Order as well as all originals and copies of records, 

books, papers, documents, and tangible things, including, but not limited to, writings, reports, 

records, correspondence, memoranda, notes, ledgers, time cards, time records, tapes, films, or 

other forms of mechanical transcription of sound, and copies of all drafts, notes, or any 

preparatory material concerned with any of the foregoing in the possession, custody, or control 

of a party, or that party's agents, servants or employees. The term "documents," as used herein, 

shall also be understood to encompass the contents of such confidential materials. 

4. "Information" shall be understood to include, but not be limited to, testimony, 

particularly transcripts, memoranda or other documentation of testimony, information obtained 

from employees of a Party regarding that Party's business and also the substance of such 

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testimony or information, summaries or abstracts thereof, notes taken thereon, or like 

recapitulations thereof. 

5. (a) If the Producing Party believes in good faith that documents and/or 

information to be given or produced to the Receiving Party is confidential, the Producing Party 

shall mark the document, article, or thing containing such information with the designation: 

“CONFIDENTIAL”

(b) Multiple page documents shall be deemed to have been sufficiently 

marked confidential if so marked on the first page. 

6. Access to and disclosure of information and/or documents designated as 

confidential pursuant to Paragraph 5 shall be limited to: 

(i) the Parties; 

(ii) trial counsel and/or in–house counsel for the Receiving Party and their 

respective staffs; 

(iii) outside experts or outside consultants of the Receiving Party whose advice 

and consultation are being or will be used in connection with preparation for the 

litigation or the litigation of this case; 

(iv) a witness, deponent, or potential witness or deponent, and his/her counsel, 

during the course of or in preparation for this litigation; 

(v) the Court, court reporters, or other Court personnel involved in the 

adjudicative process; and 

(vi) copy or computer services for the purpose of copying or indexing 

documents, provided that all documents are retrieved by the Receiving Party upon 

completion of service. 

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7. Individuals other than those set forth in Paragraph 6 (i), (v), and (vi) to whom 

such confidential documents or information are shown, furnished, or otherwise disclosed, shall 

be first shown a copy of this Order by signing the document in the form of Exhibit B hereto. 

Counsel shall retain the signed acknowledgment form, and, upon reasonable demand, shall 

permit opposing counsel to inspect and copy same, provided such disclosure is not inconsistent 

with provisions of the Federal Rules of Civil Procedure. 

8. It is specifically understood and agreed to between the Parties that any 

confidential materials so designated pursuant to this Order are to be used only for the specific 

purposes of this action and not for the business purposes or intentions of the Parties. 

9. All confidential documents or information received by counsel of record shall be 

retained by such counsel and shall not be delivered or disclosed, specifically or in substance, to 

anyone other than the individuals set forth in Paragraph 5 and 6 of this Order. 

10. In the event that the Receiving Party disagrees with any confidential designation 

by the Producing Party, the Parties will try first to resolve such dispute on an informal basis. If 

necessary, application may be made to the Court for relief. Upon such application, the 

Producing Party shall bear the burden of establishing that the designation is proper. Neither 

Party shall be obligated to challenge the propriety of a particular designation, and a failure to do 

so shall not constitute an admission that any item or information is, in fact, confidential or 

preclude a subsequent challenge to the propriety of such designation. 

11. Confidential documents and information previously produced by a Party shall be 

reproduced by the Receiving Party only when necessary for a specific purpose related to this 

action. 

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12. When documents or information are used at depositions, hearings or other public 

or quasi-public proceedings, the documents or information shall be identified as confidential in 

accordance with the applicable provisions of Paragraph 5, in terms sufficient to apprise those 

present of their protected status and of the protective conditions which apply to them. To the 

extent that any of those present are not designated persons as defined herein, or are designated 

persons who have not previously been shown this Order, the applicable provisions of this Order 

shall be carried out. 

13. Confidential documents and information used at depositions, hearings or other 

public or quasi-public proceedings, other than the trial of this cause, shall not be attached to 

transcripts or other documents memorializing such proceedings, except by agreement of the 

Parties. Confidential documents and information shall not be appended to memoranda, briefs, or 

other documents or pleadings which will be reviewed by persons other than the persons 

designated herein or otherwise permitted access thereto under the terms of this Order. 

Alternatively, confidential documents and information may be attached to such transcripts, 

memoranda, pleadings, briefs and the like provided that: 

(a) they shall be collectively maintained in an envelope or other protective 

covering which bears on its front and back the following label: 

CONTAINS CONFIDENTIAL INFORMATION 

SUBJECT TO A PROTECTIVE ORDER. TO BE 

OPENED ONLY BY OR AS DIRECTED BY THE 

COURT OR BY WRITTEN AGREEMENT OF 

THE PARTIES. 

Any Party that seeks to use confidential documents and information at depositions, 

hearings, or other public or quasi-public proceedings, other than the arbitration of this case, or to 

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append confidential documents or information to any transcripts, memoranda, briefs, pleadings, 

or the like, shall bear the burden of satisfying the foregoing conditions. 

14. The terms of this Order shall govern the disclosure and handling of confidential 

documents or information as between the Parties, and any other individual or entity that may 

later become a Party to this Order. Should any Party determine that it is necessary to file 

confidential documents or information with the Court (“Confidential Material”), that Party will 

submit a motion to the Court detailing the need for restricting public access to the Confidential 

Material and proposing the least restrictive means available for restricting public access to the 

Confidential Material. The Party submitting such a motion for protective order will 

simultaneously submit with it the Confidential Material in a sealed envelope. All Confidential 

Material will be deemed filed as of the date of submission of the motion for protective order.

15. Acceptance by a Receiving Party of information, documents, or things identified 

or marked as confidential material hereunder by a disclosing Party shall not constitute a 

concession that such information, documents or things in fact are or include protected material of 

such disclosing Party. Nothing in this Order shall be deemed a waiver of any Party’s right to 

object to production of any documents or other tangible things or answers to interrogatories for 

lack of timeliness, relevance or materiality, or as a privileged communication, or as trial 

preparation materials, or as not reasonably calculated to lead to the discovery of admissible 

evidence. 

16. Within twenty-one (21) days of the settlement, final adjudication, or other final 

resolution of this case, including all appeals thereto, any and all confidential documents or 

information, and any copies or reproductions thereof in the possession of individuals other than 

the Court, shall be returned to counsel who produced them. However, notwithstanding the 

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foregoing, counsel of record may retain all pleadings, discovery responses, deposition 

transcripts, legal memoranda, correspondence and attorney work product. 

17. If a Party, through inadvertence, produces any confidential information without 

labeling or marking or otherwise designating it as such in accordance with the provisions of this 

Order, the Producing Party may give written notice to the Receiving Party that the document or 

thing produced is deemed confidential and should be treated as such in accordance with the 

provisions of this Order. The Receiving Party must treat such documents and things as 

confidential from the date such notice is received. Disclosure, prior to the receipt of such notice, 

of such confidential information to persons not authorized to receive confidential information 

shall not be deemed a violation of this Order. 

18. If a Party, through inadvertence, produces any document or information that it 

believes is immune from discovery pursuant to an attorney/client privilege or the work product 

privilege, such production shall not be deemed a waiver of any privilege, and the Producing 

Party may give written notice to the Receiving Party that the document or information produced 

is deemed privileged and that return of the document or information is requested. Upon receipt 

of such written notice, the Receiving Party shall immediately gather the original and all copies of 

the document or information of which the Receiving Party is aware and shall immediately return 

the original and all such copies to the Producing Party. The return of the document(s) and/or 

information to the Producing Party shall not preclude the Receiving Party from later moving the 

Court to compel production of the returned documents and/or information. 

19. In the event disclosure of information or materials covered by this Order is sought 

by a non-party through subpoena power in other litigation, the counsel and/or party receiving the 

subpoena shall first notify the Party whose confidential information is sought and provide said 

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Party an opportunity to take appropriate measures to protect disclosure in that litigation. No 

disclosure of information or materials covered by this Order shall be made to a non-party 

through subpoena power in other litigation absent agreement of the Party whose confidential 

information is sought or court order. 

20. Neither Party waives, and each expressly retains the right to claim in this or any 

other legal, administrative or investigative proceeding, the application of any privilege to the 

confidential documents and information discovered hereunder. 

21. Nothing in this Order shall be deemed a waiver of any Party’s right to object to 

production of any documents or other tangible things or answers to interrogatories for lack of 

timeliness, relevance or materiality, or as a privileged communication, or as trial preparation 

materials, or as not reasonably calculated to lead to the discovery of admissible evidence. 

22. The Parties, after having complied with the local rules, shall submit to the Court 

for resolution of any disputes regarding this Order and any proposed modification or 

enforcement of it, and no Party hereby waives its rights to a hearing nor the rights afforded the 

Party under the Federal Rules of Civil Procedure. 

23. In the event any Party seeks discovery of information from a third-Party which is 

alleged by such third-party to be confidential, such third-party may designate such information as 

confidential and the Parties agree that such third-party information will be received and 

maintained by them under the provisions of this Order. 

24. A procedure for use of confidential information at trial shall be discussed at the 

final pre-trial conference of this case and will be subject to the ruling of the Court. 

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25. This Court shall retain jurisdiction to make such amendments, modifications and 

additions to this Order as this Court may deem appropriate from time to time, and any Party may 

apply to the Court at any time for an amendment, modification, or addition to this Order. 

26. This Order shall survive the termination of this litigation. 

SO ORDERED this 29th day March,2012. 

 s/ Norah McCann King 

 Magistrate Judge King 

STIPULATED AND AGREED: 

/s/ James C. Carpenter_______________

James C. Carpenter (0012228) 

Steptoe & Johnson PLLC 

Huntington Center 

41 South High Street, Suite 2200 

Columbus, Ohio 43215 

(614) 221-5100 

(614) 221-0952 Fax 

(614) 458-9824 Direct 

James.Carpenter@steptoe-johnson.com

Counsel for Plaintiff Company Wrench LTD 

//s/ Jeff Brauer______________________

Jeffrey A. Brauer (069908) 

Hahn Loeser & Parks LLP 

3300 BP America Building 

200 Public Square 

Cleveland, OH 44114-2301 

jabrauer@hahnlaw.com

Counsel for Defendant, 

Rhino Construction, LLC

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EXHIBIT B

The undersigned hereby acknowledges that he/she has read the Agreed Protective Order 

dated _______________________, 2012, in the litigation captioned as Company Wrench, Ltd v. 

Rhino Construction, LLC, Case No. 2:12-CV-109. He/she understands the terms thereof and 

he/she submits to the jurisdiction of the United States District Court for the Southern District of 

Ohio, Eastern Division with regard to the enforcement or interpretation thereof as if he/she were 

a signatory thereof. 

Dated:_________________ Signed:________________________ 

Address:_______________________ 

 ______________________ 

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